Tuesday, June 18, 2013

Here's a copy of the $2.2B merger agreement

It was filed late this afternoon as part of this notice with the U.S. Securities and Exchange Commission and, like all such documents, it's groaning with boilerplate legalize.

That said, Belo Corp. employees will be especially interested in the section starting on Page 44 under the heading "Employee Benefits Matters."

Also, I noticed on Page 48 that Gannett can request that Belo get its officers and directors to resign prior to completion of the merger. Under those circumstances, Belo CEO Dunia Shive would be entitled to a severance package of about $8 million, according to the company's most recent proxy report to shareholders.

Of course, that's chump change compared to the $46.4 million CEO Gracia Martore would get if GCI were swallowed by another company. But Shive got paid just $3.6 million last year vs. Martore's $8.5 million.

And for those who may be wondering, Belo is obligated to pay GCI a $51.5 million termination fee if it backs out of the deal. Announced last week, it is valued at $2.2 billion including assumption of debt.

Earlier: How the Teamsters nearly beat GCI on takeover severance benefits.


  1. Apparently Belo stock holders aren't happy with the quiet backdoor deal and several lawsuits have been filed.

  2. If you watch any merger/acquisition there are always shareholder lawsuits.


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